Introduction: As part of its Corporate Charter Program, the Community Environmental Legal Defense Fund (CELDF) began working with local governments through the Fund's Local Ordinance Drafting Project. The purpose of the Ordinance Drafting Project was to offer specialized legal drafting assistance to Township Supervisors dealing with corporations that wished to do business in a given Township. As of April of 1999, the Fund has provided this assistance to Supervisors in twenty-seven Townships, with concentration in South-Central Pennsylvania in the Counties of Franklin, Fulton, Huntingdon, Mifflin, and Juniata.

Most of this assistance has concentrated in the area of dealing with Concentrated Animal Feeding Operations (known as "CAFO's") run either primarily by corporate owners or through output contracts with local farmers. Problems in other states with manure storage and disposal, odor, and financial responsibility has created a crisis atmosphere in Central Pennsylvania.

This crisis has been compounded by another item: the Nutrient Management Act, which was passed by the Pennsylvania legislature. The Act (known as "Act 6"), preempts all local attempts at dealing with the environmental problems created by these facilities, and thus, the regulatory avenue usually available to Township governments - to protect the health, safety, and welfare of citizens - is not available in these situations. Combined with the fact that the Department of Environmental Protection's County offices have, by and large, refused to enforce the provisions of Act 6, Township Supervisors are ready to look at other options concentrating on the ownership and control of these facilities.

There thus exists a unique opportunity to switch the conversation from one of a regulatory nature, to one concentrating on the corporatization of agriculture in the state of Pennsylvania and the protection of citizens from this corporatization.

II. The Ordinances

A. The Wayne Ordinance

Passed by Wayne Township, Mifflin County, Pennsylvania by a 3-0 vote in 1998, this Ordinance is primarily a "three strikes and you're out" Ordinance. It applies to all corporations that want to "do business" in the Township, and also (controversially) applies to corporations already doing business in the Township. In essence, the Ordinance prevents any corporation from doing business in the Township if it has a "history of consistent violations." This term was defined by the Wayne Township Supervisors as requiring three "violations" over the past fifteen years. The term "violations" is broadly defined within the Ordinance, and includes Notices of Violation, court proceedings, and any violation of state, local, or federal statutory or regulatory law..

The Ordinance, however, also peels back the layers of ownership and control, by requiring the compliance histories of both the parent and subsidiary corporations, the Directors and Officers, other corporations upon which the Directors and Officers serve, the Principal Owner of the corporation, and other corporations in which the Principal Owner is a Principal Owner. If any of these entities has a "history of consistent violations" of law, the Township can exclude the Applicant Corporation from doing business within the Township.

If the Applicant corporation needs any type of permission from the Township for operation, the Applicant corporation must furnish these compliance histories to the Township at the time of application for permission. Other Applicant corporations must submit compliance histories if the Township has "reason to believe" that the corporation has a noncompliance history. This "reason to believe" is triggered by a citizen petition section, which allows Township residents to submit information to the Township to trigger the request. This requirement also applies to corporations already doing business in the Township - although this is a portion of the Ordinance that will probably be subjected to a legal challenge.

B. The Southampton Ordinance

The Southampton Ordinance (prepared for the Southampton Township Supervisors in Southampton Township, Franklin County, Pennsylvania) prohibits corporate ownership of farms. It is modeled on the language extracted from amendments passed in Nebraska and South Dakota, which prohibit corporate ownership of farms.

Several exceptions apply to this general rule. Family farm corporations, cooperatives, and nonprofit corporations are specifically exempted. Family farm corporations are defined as corporations engaged in farming in which ownership is held by individuals who are blood related and who actually work the farm. Existing corporate owned farms are also "grandfathered" under the Ordinance.

Any corporation that is "grandfathered" under the Ordinance must report their status on an annual basis to the Code Enforcement Officer for the Township. Any land held by a corporation in violation of the Ordinance must be divested within two years. If not divested within that time, the land escheats to the Township.

The Fund also added a provision dealing with citizen suits - which enables any resident of the Township to sue for enforcement in the event that the Township does not pursue enforcement.

This Ordinance is currently scheduled for its first adoption in the beginning of May.

C. Ownership and Control Disclosure Ordinance

The Fund has also drafted an Ownership and Control Disclosure Ordinance, which requires corporations doing business within a certain jurisdiction to file their articles of incorporation and bylaws with the local governing unit. This Ordinance also forces the corporation to disclose whether any local units of government have ever taken legal action against the corporation.